General Terms and Conditions of PROGEDO relocation GmbH & Co. KG for corporate customers

General Terms and Conditions & Right of Withdrawal for Private Customers

1 Subject of performance

(1) The following general terms and conditions apply to all legal transactions concluded by PROGEDO relocation GmbH & Co. KG, Johannstrasse 37, 40476 Düsseldorf, hereinafter referred to as "PROGEDO," with contractual partners, hereinafter referred to as the "Client." The subject of the contract is the provision of relocation services for the relocation of the Client's employees.

(2) Contracts based on these General Terms and Conditions are concluded exclusively with entrepreneurs and

Corporations under public law closed.

(3) Contracts for the services offered are concluded exclusively on the basis of the following General Terms and Conditions in the version valid at the time of conclusion of the contract. Our General Terms and Conditions apply exclusively. Any general terms and conditions of the customer that deviate from our General Terms and Conditions are invalid unless we expressly agree to them.

(4) In relation to companies, these General Terms and Conditions shall apply to the entire business relationship between the contracting parties, even if they are not expressly agreed upon again.

2 Conclusion of contract

(1) The client may request a quote via PROGEDO's website, as well as by email and telephone. PROGED will provide the client with a cost estimate including a description of the services.

(2) The contract is concluded upon confirmation of the offer by the client. This confirmation is available on the PROGEDO website and by

Email, telephone or written confirmation on site.

3 Scope of the contract, implementation of the contract

(1) The nature and scope of PROGEDO's contractual obligations are governed by the service description on PROGEDO's website and the submitted offer or written offer from PROGEDO, as well as the written, tacit, or verbal order confirmation from the client. All offers are subject to change until accepted.

(2) In the case of legal transactions that may give rise to legal obligations, in particular payment or liability obligations of the client or the service recipient towards third parties, PROGEDO will only act if expressly commissioned by the client.

(3) Not included are advice on immigration matters and legal, tax, and insurance advice, particularly pursuant to the Legal Services Act. At the client's request, PROGEDO may outsource these services to external consultants who have the necessary authorization to do so, at the client's expense.

4 Remuneration, method of payment

(1) The prices agreed on the website or in the offer at the time of conclusion of the contract apply. All prices include statutory VAT, which will be shown separately.

(2) PROGEDO's remuneration is based on the respective order placement. Additional services commissioned after the conclusion of the contract will be billed separately based on the time spent or the agreed flat rate. Expenses not defined in the existing price list will also be billed separately. Third-party services, such as shipping costs or fees, or brokerage fees, are neither included in PROGEDO's services nor are they necessarily payable by PROGEDO.

(3) Unless otherwise agreed, payments are due at the time of order placement and at the time of order completion. Payment is due within 30 days. Payment is made by bank transfer to the provider's account specified in the invoice. Online orders are due immediately; services will only be rendered after receipt of payment.

(4) PROGEDO’s claim to remuneration shall be independent of any further commission claims made by third parties against the client. This shall apply

in particular for claims arising as a result of the client’s own activities.

5 Obligations of the Client

(1) From the moment the order is placed, the Client shall inform PROGEDO of all other property search efforts and coordinate them with PROGEDO.

(2) The client undertakes to attend appointments or to cancel them with reasonable advance notice.

(3) The Client undertakes to obtain all documents, powers of attorney and information necessary for the performance of the contract by PROGEDO at its own expense and to make them available to PROGEDO in a timely and complete manner.

6 Contract duration, termination, cancellation

(1) The term of the contract is determined by the order placement. The client may terminate the contract at any time without notice. PROGEDO may only terminate the contract for good cause. A good cause justifying termination for PROGEDO exists, in particular, if the client violates its obligations set forth in Section 4 and thereby makes the execution of the order impossible or significantly more difficult.

(2) In case of premature termination of the contract, PROGEDO may demand compensation in accordance with the progress of the work in the following amount:

30% of the agreed total remuneration after commencement of the activity with the service recipient, but before the start of the property search

50% of the agreed total remuneration after the start of the property search, but before signing the rental agreement

80% of the agreed total remuneration after signing the rental agreement

If PROGEDO is commissioned exclusively with the property search, 80% of the agreed total remuneration is due from the 6th viewing and 100% from the 8th viewing.

(3) In the event of a successful search, 100% of the agreed total remuneration shall be due in any case, regardless of the number of properties viewed.

(4) In all other cases: 301 TP3T of the agreed amount for each individual service or package booked before the start of the activity, 501 TP3T of the agreed amount for each individual service booked after the start of the activity.

(5) If the customer defaults on payment, we shall be entitled to charge default interest at a rate of 5 percentage points above the base interest rate of the European Central Bank. In the event that we claim higher damages for default, the customer shall have the opportunity to prove that the claimed damages for default did not occur at all or were at least significantly lower.

7 Legal position of the contracting parties

(1) PROGEDO acts as an independent company for the client.

(2) PROGEDO may use independent third parties or its own employees or staff to fulfil the contract.

8 Liability

(1) In the event of a slightly negligent breach of duty, the liability of PROGEDO and its vicarious agents is limited to the foreseeable, typical, and direct average damages typical for the type of goods. PROGEDO and its vicarious agents are not liable for slightly negligent breaches of non-essential contractual obligations, the breach of which does not jeopardize the performance of the contract. The above limitations of liability do not apply to claims based on bodily injury or damage to health, or loss of life.

(2) If the client is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), PROGEDO shall be liable for intent and gross negligence. Furthermore, PROGEDO shall be liable for the negligent breach of obligations, the fulfillment of which is essential for the proper execution of the contract, the breach of which jeopardizes the achievement of the contract's purpose, and on whose compliance the client can regularly rely. In the latter case, PROGEDO shall only be liable for the foreseeable,

If PROGEDO negligently breaches a material contractual obligation, the liability for property damage is limited to the compensation provided by the liability insurance taken out by PROGEDO. PROGEDO is not liable

for the slightly negligent breach of obligations other than those mentioned in the preceding sentences. To the extent that PROGEDO's liability is excluded or limited, this also applies to the personal liability of its employees, workers, staff, representatives, and vicarious agents. The above exclusions of liability

do not apply in cases of injury to life, body, or health. Liability under the Product Liability Act remains unaffected.

(3) Documents provided by PROGEDO to the client, its employees, or other authorized persons (especially real estate exposés) may not be passed on to third parties. In particular, the purchase or rental of a property is conducted exclusively through the person who originally provided the documents. The client is liable to PROGEDO for the appropriate use of the information material.

(4) Liability for services provided by third parties who are not vicarious agents of PROGEDO is excluded. Third-party information is provided to the best of PROGEDO's knowledge and belief. PROGEDO assumes no liability for the accuracy of this information. To the extent that PROGEDO is liable, this liability is limited to the agreed contract amount and to such damages that can typically be expected to arise within the scope of this contract. Translations or oral interpretations into other languages are not part of the contractual scope of services. If PROGEDO nevertheless undertakes such interpretations at the client's request, PROGEDO shall not be liable for their accuracy.

9 Warranty

(1) The statutory warranty claims apply.

(2) If the client is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), the following shall apply to the client's warranty claims: Obvious defects must be reported to PROGEDO in writing immediately, and at the latest within 14 calendar days of delivery of the goods; hidden defects must also be reported in writing immediately, and at the latest within 14 calendar days of their discovery. If the defect is not reported in a timely manner, the client's warranty rights with regard to the defect not reported in a timely manner are excluded. This shall not apply, however, if PROGEDO fraudulently concealed the defect and/or provided a corresponding guarantee. Warranty claims expire, except in the case of claims for damages, within one year of delivery of the purchased item to the entrepreneur.

10 Right of retention

The assertion of a right of retention pursuant to Sections 273 and 320 of the German Civil Code (BGB) by the client is excluded. The client may only offset undisputed or legally established claims.

11 Data protection and confidentiality

(1) PROGEDO treats the client's data and information confidentially. PROGEDO uses personal data of the client, the service recipient, and their relatives exclusively for the contractually agreed purpose. These obligations extend beyond the termination of the contract.

(2) PROGEDO treats customers' personal data confidentially and in accordance with statutory data protection regulations. Data will not be shared without express consent, or will only be shared as necessary to process the contract, for example, to the financial institution responsible for the payment. PROGEDO's privacy policy is an integral part of these General Terms and Conditions.

12 Applicable law, place of jurisdiction

(1) The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods, unless this choice of law deprives a consumer of mandatory consumer protection standards.

(2) If the contracting parties are merchants, the court at PROGEDO's registered office in Hamburg shall have jurisdiction, unless an exclusive place of jurisdiction has been established for the dispute. This also applies if the customer does not reside within the European Union.

13 Final provision

To the extent that any provision of this Agreement is or becomes invalid or unenforceable, the remaining provisions of this Agreement shall remain unaffected.

Düsseldorf, August 2020